1,601 material Form 8-K filings that 1,278 companies we cover made with the SEC in May 2026, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
Heritage Insurance Holdings announced that it has fully placed its 2026-2027 indemnity-based catastrophe excess-of-loss reinsurance program for its three insurance subsidiaries. The total consolidated cost is about $367.5 million, down $63.2 million from the prior year's renewal cost of about $430.7 million, which lowers the cost of protecting the company against catastrophe losses.
Total consolidated program cost of about $367.5 million, versus about $430.7 million for the prior year's renewal
Over $2.2 billion of limit placed, including two new catastrophe bonds
$712 million of multi-year coverage, with $550 million through fully collateralized catastrophe bonds and $162 million through private reinsurance
Florida Hurricane Catastrophe Fund participation of 90.0%, consistent with the prior year
At its May 26, 2026 annual meeting, Customers Bancorp shareholders approved an amendment raising the share authorization under the 2019 Stock Incentive Plan by 750,000 shares, from 3,320,325 to 4,070,325, and raising the limit on non-employee director compensation under the plan. The filing also reports the election of three Class III directors and the results of the say-on-pay and plan votes, with the plan amendment drawing 8,530,617 votes against.
Authorized shares under the 2019 Stock Incentive Plan rose by 750,000, from 3,320,325 to 4,070,325.
Plan amendment vote: 19,725,308 for, 8,530,617 against, 271,068 abstentions, 2,052,252 broker non-votes.
Advisory say-on-pay vote: 19,160,697 for, 9,059,302 against, 306,994 abstentions.
Susan D. Looney, Dalton T. Sirmans and Steven J. Zuckerman were elected as Class III directors; Deloitte & Touche LLP was ratified for fiscal 2026.
Presurance Holdings filed a certificate of amendment on May 28, 2026 to carry out a 1-for-7 reverse split of its common stock, which the Board approved on May 11, 2026. The split was authorized by stockholders in 2025 to help the company meet Nasdaq Capital Market continued listing requirements, and it reduces outstanding shares from about 26.2 million to about 3.7 million.
Reverse split takes effect at 5:00 p.m. Eastern Time on June 1, 2026, with split-adjusted trading on Nasdaq beginning June 2, 2026
Every 7 outstanding shares will be combined into one share; fractional shares will be paid in cash based on the last closing price before the split
Outstanding shares fall from about 26.2 million to about 3.7 million; authorized shares remain at 100 million
Ticker stays PRHI; new CUSIP is 20731J 409; transfer agent Equiniti Trust Company, LLC will act as exchange agent
Kennametal completed a $300 million sale of 5.800% senior notes due May 28, 2036, with net proceeds of about $295.9 million. The company plans to use the proceeds to fund its concurrent tender offer for its 4.625% senior notes due 2028, with any excess used for general corporate purposes.
Notes: $300,000,000 aggregate principal, 5.800% coupon, due May 28, 2036
Estimated net proceeds of approximately $295,932,716 after underwriters' discount and offering expenses
Proceeds earmarked to buy 2028 Notes tendered in a concurrent tender offer; excess may repay other debt
Underwriters include BofA Securities, BNP Paribas Securities and PNC Capital Markets, under an agreement dated May 19, 2026
PBF Energy's subsidiary PBF Holding issued $500.0 million of 7.250% senior unsecured notes due June 1, 2034, netting about $492.7 million after discounts and expenses. The company plans to use the proceeds and available cash to fully redeem its outstanding 6.00% senior notes due 2028, which refinances existing debt and adds $500.0 million of new long-term borrowing.
Notes: $500.0 million principal, 7.250%, due June 1, 2034; interest paid semi-annually from December 1, 2026
Net proceeds of approximately $492.7 million after initial purchasers' discount and offering expenses
Proceeds and available cash to fund full redemption of 6.00% senior unsecured notes due 2028
Indenture includes limits on additional debt, dividends and share repurchases, asset sales and affiliate transactions
On May 27, 2026, ADT subsidiaries borrowed $100 million of additional first lien term A loans under an existing credit agreement with Fifth Third Bank as administrative agent, bringing term A loans outstanding to about $422,969,000. The same day, shareholders re-elected three directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor, after two Apollo-designated directors withdrew following Apollo's sale of all its ADT common stock.
$100 million of incremental first lien term A loans incurred May 27, 2026; about $422,969,000 outstanding after the add-on
Proceeds will be used for general corporate purposes
Thomas Gartland, Danielle Tiedt and Sigal Zarmi re-elected; Apollo designees Nicole Bonsignore and Reed B. Rayman withdrawn as nominees
Shareholders approved executive compensation and ratified PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
At its May 21, 2026 annual meeting, Harley-Davidson shareholders elected eight directors, approved an amendment that increases the shares authorized under the 2020 Incentive Stock Plan to a total of 12,200,000, and ratified Ernst & Young LLP as auditor for 2026. A shareholder proposal on a climate transition plan failed, with 15,168,872 votes for and 55,305,212 against, so the company's shareholders did not adopt it.
Incentive Stock Plan amendment passed with 66,926,011 votes for and 3,875,568 against, raising the authorized total to 12,200,000 shares.
Climate transition plan proposal received 15,168,872 votes for and 55,305,212 against.
Advisory say-on-pay vote: 61,057,442 for and 9,796,616 against.
Ernst & Young LLP ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 83,047,856 votes for.
Intuitive said Taylor Patton, Global Senior Vice President of its endoluminal business, will become Chief Commercial and Marketing Officer effective July 1, 2026, succeeding Henry Charlton. Charlton will move to Senior Vice President of Global Business Operations on the same date. The filing does not include any financial figures, so the change is a leadership transition with no stated effect on results.
Taylor Patton succeeds Henry Charlton as Chief Commercial and Marketing Officer, effective July 1, 2026
Patton has spent nearly two decades with Intuitive and led the worldwide launch and growth of the Ion platform
Charlton, with the company since 2003, becomes Senior Vice President of Global Business Operations
The announcement was made in a press release dated May 28, 2026 (Exhibit 99.1)
Woodward entered a Third Amended and Restated Credit Agreement that keeps up to $1 billion of revolving commitments and extends their termination date from October 21, 2027 to May 28, 2031. On the same day it also entered a $250 million term loan maturing May 28, 2031, and borrowed $413 million under the revolver and the full $250 million under the term loan. Shareholders should note the higher borrowing, which carries a maximum leverage ratio covenant and default acceleration terms.
Revolving commitments of up to $1 billion extended from October 21, 2027 to May 28, 2031
$413 million revolver borrowing on May 28, 2026, used with cash on hand to repay the existing revolving credit agreement and pay fees
$250 million term loan borrowed May 28, 2026, for working capital and general corporate purposes, maturing May 28, 2031
Loans bear interest at adjusted term SOFR plus 0.875% to 1.75%, and both agreements include a maximum leverage ratio covenant
TXO Partners said the Cross Timbers asset sales, covering substantially all of its 50%-owned joint venture's assets, closed as of May 28, 2026, with net proceeds to the Partnership of about $100 million, subject to customary adjustments. The Partnership plans to use the proceeds to pay down debt under its Credit Facility, and one buyer, CTOC Energy, is owned by family members of Chairman Bob R. Simpson, which the independent Conflicts Committee approved.
Cross Timbers Transactions totaled about $200 million in aggregate consideration and closed as of May 28, 2026.
Net proceeds to the Partnership are about $100 million, subject to customary purchase price adjustments.
Proceeds are intended to pay down existing debt on the Credit Facility.
CTOC Energy purchase of about $123.5 million is owned by family members of Chairman Bob R. Simpson; the Board and an independent Conflicts Committee approved it.
On May 26, 2026, TVA completed a lease-purchase of its Cumberland Combined Cycle Generation Facility in Stewart County, Tennessee. The buyer, Cumberland Combined Cycle Generation LLC, is funded by $200 million of equity and $1.8 billion of secured notes, and TVA will receive $1,931,875,011 at closing; TVA will lease the plant back for 30 years and make semiannual rent payments through May 15, 2056. Separately, the board cut maximum payouts under its executive incentive plans, effective for fiscal years 2025 to 2027.
On or about May 26, 2026, CCCGL pays TVA $1,931,875,011 under the Head Lease and Construction Management Agreement, with $68,124,989 deposited with a lease indenture trustee.
CCCGL funds the deal with $200 million of equity and $1.8 billion of secured notes; TVA plans to use its proceeds for its power program and transaction expenses.
TVA leases the facility back for 30 years, with rent paid each May 15 and November 15 from November 15, 2026 through May 15, 2056; the first debt-portion rent is $62,416,544.
The Executive Annual Incentive Plan maximum payout falls from 225% to 150% of target, and the Long-Term Incentive Plan maximum falls from 200% to 150% of grant.
UGI Corporation said its General Counsel and Chief Legal Officer, Kathleen Shea Ballay, intends to resign effective July 3, 2026. Internal members of the legal team will assume her duties until a successor is named, and the filing does not name a replacement.
Kathleen Shea Ballay, General Counsel and Chief Legal Officer, intends to resign effective July 3, 2026.
Internal members of the legal team will take over her duties until a successor is named.
The filing does not name a successor or give the reason for the resignation.
Hershey said Mitchell Arends will become Senior Vice President and Chief Supply Chain Officer effective June 22, 2026, succeeding Jason Reiman, who is retiring after a 30-year career with the company. Reiman steps down from his current role on June 22, 2026, and will stay on as Senior Vice President, Supply Chain Modernization through the transition, which the press release says runs through April 2027. The change is a planned leadership transition in a function that oversees manufacturing, procurement, logistics and planning.
Mitchell Arends joins from UTZ Brands, where he was Executive Vice President and Chief Integrated Supply Chain Officer over a $1.5 billion business
Arends previously served as Chief Supply Chain Officer of North America at Kraft Heinz, responsible for a $22 billion supply chain
Reiman steps down from his current role on June 22, 2026 and remains with the company through April 2027 to support the transition
Hershey's 8-K filing and press release are dated May 28, 2026
ePlus reported fourth-quarter fiscal 2026 net sales of $576.2 million, up 20.6%, and diluted earnings per share from continuing operations of $0.78, up 52.9%. Full-year net sales rose 22.1% to $2,442.5 million, and the company initiated fiscal 2027 guidance for mid-single-digit percentage growth in net sales, gross profit and adjusted EBITDA. The board also declared a quarterly dividend of $0.27 per share, an 8% increase, while gross margin fell to 24.6% from 26.5% in the fourth quarter.
Q4 net sales $576.2 million, up 20.6%; Q4 diluted EPS from continuing operations $0.78 vs. $0.51
Fiscal 2026 net sales $2,442.5 million, up 22.1%; net earnings from continuing operations $124.1 million, up 62.4%
Fiscal 2027 guidance: mid-single-digit percentage growth for net sales, gross profit and adjusted EBITDA
Quarterly dividend of $0.27 per share, payable June 30, 2026, to holders of record as of June 17, 2026
American Eagle Outfitters reported first quarter fiscal 2026 net revenue of $1.2 billion, up 10% from last year, and operating profit of $28 million compared with an operating loss of $85 million a year earlier. The company reiterated its fiscal 2026 operating income guidance of $390 to $410 million, which matters to shareholders because it signals the company expects to hold that full-year target despite continued consumer and macroeconomic uncertainty.
Net revenue of $1.2 billion rose 10%; Aerie comparable sales grew 25% while American Eagle comparable sales fell 2%
Operating profit of $28 million compared with an operating loss of $85 million in the prior-year quarter; the company said it exceeded first quarter guidance
GAAP diluted earnings per share were $0.14, compared with a loss of $(0.36) a year earlier
Fiscal 2026 operating income guidance of $390 to $410 million was reiterated; second quarter operating income outlook is $45 to $50 million
Viasat reported fourth quarter and fiscal 2026 results on May 28, 2026. Q4 revenue rose 2% year over year to $1.2 billion and net income was $59 million, compared with a net loss of $246 million a year earlier, mainly due to a gain on the sale of its Navarino stake. Adjusted EBITDA fell 1% to $370 million, and the company said it will update its fiscal 2027 outlook during the first half of that year.
Q4 FY2026 revenue was $1.2 billion, up 2% year over year.
Q4 FY2026 net income was $59 million, versus a net loss of $246 million in Q4 FY2025.
Q4 FY2026 Adjusted EBITDA was $370 million, down 1% year over year.
Fiscal 2026 revenue was $4.6 billion and the net loss narrowed to $34 million from $575 million; the company will update its fiscal 2027 outlook over the first half of that year.
Etsy filed a Form 8-K reporting entry into a material definitive agreement under Item 1.01: a letter agreement dated May 21, 2026 with eBay Inc., filed as Exhibit 2.1. The filing itself does not describe the agreement's terms, so the financial effect and strategic purpose cannot be assessed from this document alone.
Item 1.01 (Material Definitive Agreement) was disclosed, with the agreement dated May 21, 2026
Counterparty is eBay Inc.; the letter agreement is filed as Exhibit 2.1
The filing does not state the agreement's terms, dollar amounts, or obligations
The report was signed May 28, 2026 by Colin Stretch, Chief Legal Officer
Alexander's completed the sale of its Rego Park I shopping center in Queens, New York, to Northwell Health, Inc. The company received $224 million at closing, after $21 million of costs it had paid before closing. It expects a financial statement gain of approximately $148 million in the second quarter.
Gross sales price of $235.5 million; net proceeds of $203 million, with $224 million received at closing
Expected financial statement gain of approximately $148 million, to be recognized in the second quarter
Tax gain of approximately $145 million: $48 million recognized in 2025 and approximately $97 million in 2026
The company describes itself as a REIT with four properties in New York City
Costco reported third-quarter fiscal 2026 results for the 12 weeks ended May 10, 2026, with net sales up 11.6% to $69.15 billion and net income of $2.19 billion, or $4.93 per diluted share, compared with $4.28 a year earlier. For the first 36 weeks, net income rose to $6.23 billion, or $14.01 per diluted share, from $12.34 a year earlier, so both the quarter and year-to-date profit measures improved.
Third-quarter net sales were $69.15 billion, up from $61.96 billion a year earlier.
Third-quarter net income was $2.19 billion, or $4.93 per diluted share, versus $4.28 last year.
For the first 36 weeks, net sales were $203.37 billion, up 9.6%, and net income was $6.23 billion, or $14.01 per diluted share.
As of the release, Costco operated 931 warehouses, including 639 in the United States and Puerto Rico.
Gap Inc. reported first quarter fiscal 2026 net sales of $3.5 billion, up 1%, and GAAP diluted EPS of $0.90 versus $0.51 a year earlier. Results include a $313 million net gain from a credit card interchange fee litigation settlement and a $50 million charitable contribution; excluding these items, adjusted diluted EPS was $0.38. The company raised its adjusted fiscal 2026 EPS outlook to $2.30 to $2.40 from $2.20 to $2.35, but lowered its net sales growth outlook to 1% to 2% from 2% to 3%.
Net sales of $3.5 billion were up 1%; comparable sales were up 2%, the ninth consecutive quarter of positive comparable sales.
Gross margin was 40.5%, down 130 basis points; merchandise margin was down 100 basis points, including an estimated net tariff impact of about 200 basis points.
Returned $464 million to shareholders in the quarter, including a $200 million accelerated share repurchase and $201 million of open-market repurchases.
Adjusted FY2026 diluted EPS outlook is $2.30 to $2.40, up from $2.20 to $2.35; net sales outlook is 1% to 2%, down from 2% to 3%.
Universal Corporation reported a fourth-quarter fiscal 2026 loss of $1.73 per diluted share, compared with earnings of $0.37 per share a year earlier, after a $41.1 million non-cash goodwill impairment tied to its Shank's operation and higher tobacco inventory write-downs. For the full fiscal year, sales were $2.92 billion, down 1%, while diluted earnings per share fell to $1.30 from $3.78, which shareholders should weigh against the company's stated expectation that its uncommitted tobacco inventories will return to target range in fiscal 2027.
Fourth quarter: operating loss of $15.0 million versus operating income of $42.8 million a year earlier; diluted EPS of $(1.73) versus $0.37
Fiscal 2026: sales and other operating revenue of $2.92 billion, down 1%; diluted EPS of $1.30 versus $3.78; adjusted diluted EPS of $2.64 versus $4.63 (non-GAAP)
Goodwill impairment of $41.1 million for Shank's, and tobacco inventory write-downs of $43.4 million in the Tobacco Operations segment for the year
Uncommitted tobacco inventory was 27% at March 31, 2026, outside the target range; the company expects it to be within range during fiscal 2027
EnerSys announced on May 28, 2026 that it has consolidated its four operating segments into three, effective May 28, 2026, with the new structure applying from the first quarter of fiscal 2027. The company said its consolidated balance sheets, income statements and cash flow statements are not affected, and its first-quarter fiscal 2027 guidance issued May 20, 2026 is unchanged.
Four segments reduced to three: Network & Infrastructure Solutions (NIS), Industrial Mobility Solutions (IMS) and Precision Power Solutions (PPS), effective May 28, 2026
Guidance for the quarter ending June 28, 2026, issued May 20, 2026, is unchanged and not affected by the realignment
Keith D. Fisher, Chad C. Uplinger and Mark E. Matthews take new titles tied to the realignment, including Mark E. Matthews as Chief Technology Officer and President, Precision Power Solutions
Exhibit 99.2 recasts unaudited segment results for eight fiscal quarters, from June 30, 2024 through March 31, 2026
Eagle Materials' Compensation Committee approved long-term incentive equity awards to a group of officers, including its named executive officers, effective May 21, 2026, as part of its annual compensation review. The awards combine performance-vesting and time-vesting restricted stock units and stock options, and the performance awards depend on average return on equity over fiscal 2027 through 2029 adjusted for total stockholder return, so the final share count for shareholders is uncertain.
Awards effective May 21, 2026, under the 2023 Equity Incentive Plan; stock options carry an exercise price of $199.13, the closing price on the grant date
Michael R. Haack, President and CEO, has a target equity award value of $6 million; D. Craig Kesler, CFO, $1.4 million
Performance awards vest over a three-year period ending at fiscal 2029 year-end, paying 50% to 200% of target
Time-vesting RSUs and options vest ratably on May 21, 2027, March 31, 2028 and March 31, 2029
Dell reported first-quarter fiscal 2027 revenue of $43.8 billion, up 88% year over year, and diluted EPS of $5.24 versus $1.37 a year earlier. The company raised its full-year FY27 revenue outlook to a $165.0 billion to $169.0 billion range, while gross margin fell to 17.8% from 21.1%.
Net revenue $43.8 billion, up 88%; GAAP diluted EPS $5.24 vs. $1.37; non-GAAP diluted EPS $4.86
FY27 revenue expected $165.0 billion to $169.0 billion, midpoint $167.0 billion, up 47% year over year
Q2 FY27 revenue expected $44.0 billion to $45.0 billion; GAAP diluted EPS expected $4.48 at midpoint
AI-optimized servers revenue $16.1 billion in the quarter; $2.1 billion returned to shareholders
Hennessy Advisors delivered a notice of full redemption on its outstanding 4.875% notes due 2026, which have $40.25 million in principal outstanding. Holders will receive 100% of principal plus accrued and unpaid interest on June 30, 2026, after which the notes will stop accruing interest and be delisted from Nasdaq. The filing describes a repayment of existing debt in full rather than a change in the company's operations or results.
Aggregate outstanding principal of the notes is $40.25 million as of the notice date.
Redemption price is 100% of principal plus accrued and unpaid interest to, but not including, June 30, 2026.
After redemption, no notes will remain outstanding and the notes will cease to trade on Nasdaq under symbol HNNAZ.
Maximus entered into a Second Amendment to its credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, on May 27, 2026. The amendment provides $325 million of new Tranche B-1 term loans, an increase to the existing term B loans, which the company may use to repay revolving loans, repurchase its capital stock, fund working capital, and pay fees. The added debt increases the company's borrowings, and shareholders will bear the cost of the loans, though the filing does not state how the proceeds will be split among these uses.
New Tranche B-1 Term Loans totaling $325,000,000 added as an increase to existing term B loans
Loans have the same terms as the existing term B loans under the Credit Agreement
Proceeds may repay revolving loans, repurchase capital stock, fund working capital, and pay fees and expenses
Amendment dated May 27, 2026; full text filed as Exhibit 10.1
Strattec's Board authorized a new share repurchase program of up to $40 million of its outstanding common stock, replacing the company's previous program, which dated to 1996 and has been terminated. The company is not obligated to repurchase any shares, and the program has no fixed expiration date.
Authorization: up to $40 million of outstanding common stock, announced May 28, 2026
Previous program, initiated in 1996, was terminated; during the fourth fiscal quarter and before termination, the company bought 110,269 shares at an average price of $67.10
Repurchases may be made through open market purchases, block trades, accelerated share repurchases, privately negotiated transactions, or Rule 10b5-1 plans, and may be modified, suspended, or terminated at any time
Autodesk reported first-quarter fiscal 2027 revenue of $1.93 billion, up 18% from a year earlier, with GAAP net income of $491 million compared with $152 million. The company raised its fiscal 2027 guidance and said it will acquire MaintainX, with the acquisition's impact to be added to guidance after closing.
Q1 revenue was $1.93 billion, up 18% as reported and 16% in constant currency; GAAP diluted EPS was $2.32 versus $0.70 a year earlier.
Non-GAAP diluted EPS was $2.99; free cash flow was $876 million, up 58%.
FY27 guidance: revenue $8.155 billion to $8.215 billion; non-GAAP EPS $12.40 to $12.65; the guidance excludes MaintainX.
Restructuring and other exit costs were $30 million, down from $105 million a year earlier.
UiPath reported first-quarter fiscal 2027 revenue of $418 million, up 17% from a year earlier, and GAAP operating income of $28 million compared with a $16 million loss a year earlier. The company also gave second-quarter revenue guidance of $395 million to $400 million and full-year revenue guidance of $1.776 billion to $1.781 billion. Separately, an entity controlled by CEO Daniel Dines adopted a trading plan to sell up to 2,975,000 Class A shares through October 14, 2026.
Revenue of $418 million rose 17% year over year; ARR of $1.901 billion rose 12%.
GAAP operating income was $28 million versus a $16 million loss in the prior-year quarter; GAAP net income was $22.5 million.
Q2 fiscal 2027 revenue guidance is $395 million to $400 million; full-year revenue guidance is $1.776 billion to $1.781 billion.
IceVulcan Investments, controlled by Daniel Dines, may sell up to 2,975,000 Class A shares under a Rule 10b5-1 plan adopted April 15, 2026, running through October 14, 2026.
SentinelOne reported first quarter fiscal 2027 revenue of $277 million, up 21% from $229 million a year earlier, and annualized recurring revenue of $1,163 million, up 23%. The company raised its full-year fiscal 2027 non-GAAP operating income outlook to $115 million to $125 million and announced a restructuring plan that will cut about 8% of full-time employees with a one-time charge of about $25 million.
Q1 GAAP net loss was $76.2 million, narrowing from $208.2 million a year earlier; non-GAAP operating income was $10.5 million, compared with a loss of $3.9 million.
Fiscal 2027 guidance: revenue of $1.195 billion to $1.205 billion and non-GAAP operating income of $115 million to $125 million.
Restructuring plan includes a one-time charge of about $25 million, of which about $15 million is cash-based, with substantial completion expected in the second quarter of fiscal 2027.
Cash, cash equivalents and investments were $812 million as of April 30, 2026.
Autodesk entered a merger agreement to buy MaintainX, a maintenance and operations software company, for approximately $3.575 billion, subject to customary adjustments. The deal is to be funded through cash on hand and debt, and closing requires U.S. antitrust clearance, with August 3, 2026 as the earliest closing date.
Aggregate consideration of approximately $3.575 billion, described in the press release as about $3.6 billion, all cash
Funding through cash on hand and debt, including a new 364-day term loan facility and possible revolving credit borrowings
Earliest closing date August 3, 2026; agreement can be terminated if not closed by November 28, 2026, subject to extensions
MaintainX expects more than $135 million of annualized recurring revenue for calendar year 2026, growth above 50 percent
BorgWarner appointed Stefan Demmerle to a new role as Vice President, President and General Manager of Battery Energy Systems, and Chief Technology Officer, effective July 1, 2026. He previously led BorgWarner PowerDrive Systems and has held a vice president role since 2015, and the filing says his employment terms, including compensation, are otherwise unchanged.
Appointment announced in filing dated May 28, 2026; decision made May 26, 2026
New role effective July 1, 2026: Battery Energy Systems president and general manager, plus Chief Technology Officer
Prior role: Vice President and President and General Manager of BorgWarner PowerDrive Systems since 2015
Filing states no changes to his employment terms or compensatory arrangements beyond the title and responsibilities
At its May 21, 2026 annual meeting, Verizon shareholders elected all nine board nominees, approved the 2026 Long-Term Incentive Plan, and approved executive compensation in an advisory vote. Shareholders also ratified Ernst & Young LLP as auditor for 2026 and defeated two shareholder proposals, on climate-related board oversight and an independent board chair.
Annual meeting held May 21, 2026; 3,456,536,338 shares, or 82.67% of shares outstanding on the March 23, 2026 record date, were present.
Advisory vote on executive compensation approved: 2,403,857,612 for and 355,704,067 against.
Ambarella reported first quarter fiscal 2027 revenue of $100.4 million, up 16.9% from a year earlier, and a GAAP net loss of $18.1 million, smaller than the $24.3 million loss a year earlier. The company also guided second quarter revenue to $105.0 million to $111.0 million and authorized a new $50.0 million share repurchase program.
Revenue $100.4 million, up 16.9% from $85.9 million in the same quarter of fiscal 2026.
GAAP net loss $18.1 million, or $0.41 per diluted share, versus $24.3 million, or $0.58, a year earlier.
GAAP gross margin 58.4% versus 60.0%; non-GAAP gross margin 59.9% versus 62.0%.
Second quarter fiscal 2027 revenue guidance $105.0 million to $111.0 million; new $50.0 million buyback runs through June 30, 2027.
Host Hotels & Resorts amended its distribution agreement for selling up to $600 million of common stock, extending its expiration from May 31, 2026 until the earlier of a $600 million sale, company termination, or termination by the agents or purchasers. The company has not sold any shares under the agreement to date, so the amendment sets no current dilution, but it keeps the option open for future equity sales.
Amendment dated May 27, 2026 extends the agreement's expiration from May 31, 2026.
Program covers up to $600 million of common stock, par value $0.01 per share, and no shares have been sold to date.
Settlement for shares sold is updated to the next business day (T+1); no other terms changed.
PENN Entertainment entered a fourth amendment to its credit agreement on May 28, 2026, repricing and extending its $962.5 million term loan B facility to May 2033. The amendment lowers the term loan B interest rate margins, which reduces borrowing costs on that facility, while the term loan A and revolving facility maturities are unchanged.
Term loan B facility of $962.5 million now matures in May 2033.
Term SOFR loan margin falls from 2.50% to 2.00%.
Base rate loan margin falls from 1.50% to 1.00%.
Term loan A and revolving facility maturities remain unchanged.
Clorox said Chair and CEO Linda Rendle asked the Board to begin a CEO search, citing a decision to step down for health reasons. She will remain Chair and CEO until a successor is appointed and will then serve in an advisory role for a period. The filing does not include financial results or guidance changes, but the leadership transition is significant for shareholders.
Linda Rendle asked the Board on May 26, 2026 to start a CEO search process, citing health reasons.
Rendle remains Chair and CEO during the search and until a new CEO is appointed.
The search is led by an independent committee with a leading executive search firm.
Rendle and CFO Luc Bellet will join a fireside chat at the dbAccess Global Consumer Conference on June 3 in Paris.
NetApp reported fourth-quarter fiscal 2026 net revenue of $1.95 billion, up 12% year over year, and GAAP diluted earnings per share of $2.03, up from $1.65. The company also gave fiscal 2027 guidance of $7.325 billion to $7.575 billion in net revenue and GAAP earnings per share of $6.51 to $6.81, and its board authorized up to an additional $1.0 billion in share repurchases on May 21, 2026.
Q4 fiscal 2026 net revenue $1.95 billion (up 12%); GAAP net income $404 million (up 19%)
Fiscal 2026 net revenue $6.93 billion (up 5%); GAAP diluted EPS $6.35 versus $5.67
Fiscal 2027 GAAP EPS guidance $6.51 to $6.81; Q1 fiscal 2027 GAAP EPS guidance $1.35 to $1.45
Board authorized up to an additional $1.0 billion in common stock repurchases with no expiration date
At its May 21, 2026 annual meeting, Corcept Therapeutics stockholders approved an amendment adding 8,000,000 shares to the 2024 Incentive Award Plan, which took effect that day. The filing also reports the election of eight directors and the ratification of Ernst & Young LLP as the independent auditor for fiscal 2026. The plan increase expands the shares available for equity awards, which can dilute existing holders.
Stockholders approved the Amended 2024 Incentive Award Plan, adding 8,000,000 shares, with 53,163,364 votes for, 23,867,363 against and 263,730 abstaining.
All eight director nominees were elected to serve until the 2027 annual meeting, including Joseph K. Belanoff, M.D., and David L. Mahoney.
Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026, with 92,656,473 votes for.
In an advisory vote, stockholders approved named executive officer compensation, with 72,511,429 votes for and 4,560,385 against.
Telos Corporation said CEO and Chairman John B. Wood returned from medical leave and resumed his full duties effective May 28, 2026. Interim arrangements announced April 29, 2026 ended, and the executives who had covered for him return to their regular roles.
John B. Wood resumed full duties as President, CEO and Chairman effective May 28, 2026
Interim arrangements announced April 29, 2026 terminated
Mark Griffin, Mark Bendza, Hutch Robbins and Fred Schaufeld stopped their interim roles and continue in regular positions
No compensatory arrangements were entered into or modified in connection with Wood's return
Okta reported first-quarter fiscal 2027 results for the period ended April 30, 2026, with total revenue up 11% year-over-year to $765 million and GAAP diluted net income per share of $0.42, up from $0.35. The company set full-year fiscal 2027 revenue guidance of $3.185 billion to $3.205 billion, representing 9% to 10% growth, and reported $248 million in common stock repurchases in the quarter. Non-GAAP operating margin fell to 25% from 27% a year earlier.
Total revenue of $765 million, up 11% from $688 million a year earlier
GAAP diluted EPS of $0.42 vs. $0.35; non-GAAP diluted EPS of $0.91 vs. $0.86
Non-GAAP operating margin of 25% vs. 27% in the prior-year quarter
Full-year fiscal 2027 revenue guidance of $3.185 billion to $3.205 billion; Q2 revenue guidance of $790 million to $794 million
HealthEquity reported results for the first quarter ended April 30, 2026, with revenue up 7% to $354.6 million and net income up 29% to $69.4 million. The company raised its fiscal 2027 outlook, and its board authorized an additional $1.0 billion of share repurchases in May 2026, which gives shareholders a higher outlook and more buyback capacity.
Revenue rose 7% to $354.6 million from $330.8 million a year earlier.
Net income was $69.4 million, or $0.82 per diluted share, compared with $53.9 million, or $0.61, in the prior-year quarter.
Adjusted EBITDA rose 17% to $164.5 million, and its margin widened to 46% from 42%.
For fiscal 2027 (ending January 31, 2027), management expects revenue of $1.410 billion to $1.420 billion and GAAP net income of $2.88 to $2.95 per diluted share.
Kinder Morgan entered into an Amended and Restated Revolving Credit Agreement on May 21, 2026, with Barclays Bank PLC as administrative agent, replacing its $3.5 billion revolving credit facility. The amendment extends the maturity from August 20, 2026 to May 21, 2031 and raises swingline loan capacity from $50 million to $400 million, giving the company longer-dated committed borrowing capacity.
Facility size referenced in the filing: $3.5 billion revolving credit agreement dated August 20, 2021
Stated maturity extended from August 20, 2026 to May 21, 2031
Swingline loan capacity increased from $50 million to $400 million
Agreement dated May 21, 2026; 8-K signed May 28, 2026 by CFO David P. Michels
At its annual meeting on May 27, 2026, Neurocrine Biosciences stockholders elected three Class III directors to three-year terms expiring at the 2029 meeting. They also approved an amendment to the 2025 Equity Incentive Plan, approved the compensation of named executive officers on an advisory basis, and ratified Ernst & Young LLP as the independent auditor for fiscal 2026. The plan amendment governs equity awards to employees and directors, and its material terms are described in the April 15, 2026 proxy statement.
Shares present were 90,118,625 of 100,581,991 entitled to vote as of the March 31, 2026 record date.
Amended 2025 Plan approved with 79,131,622 votes for, 5,568,926 against and 65,732 abstentions.
Advisory vote on executive pay passed with 78,993,894 votes for and 5,669,155 against.
Kevin C. Gorman, Ph.D. received 76,228,063 votes for; Gary A. Lyons received 75,278,705 and Johanna Mercier received 74,671,942.
Director Sivasankaran Somasundaram resigned from Lennox's board effective immediately, citing other professional responsibilities and time commitments, and not any disagreement with the company. The board reduced its size from nine members to eight. At the May 21, 2026 annual meeting, stockholders elected three Class I directors, approved executive pay in an advisory vote, and ratified Ernst & Young as the 2026 auditor.
Somasundaram notified the company of his resignation on May 23, 2026, effective immediately.
Board size reduced from nine members to eight.
John W. Norris III, Karen H. Quintos and Shane D. Wall elected as Class I directors for terms expiring at the 2029 annual meeting.
Advisory say-on-pay vote approved by about 98% of votes cast for and against; Ernst & Young ratified with 32,108,994 votes for.
Apogee Enterprises agreed on May 27, 2026 to acquire Keller Companies, which controls Kalwall and Structures Unlimited, for about $105 million in cash at closing plus up to $10 million in earn-out payments. The company expects the deal to close in its fiscal 2027 second quarter and plans to fund it with cash on hand and its existing credit facility, which matters to shareholders because it commits a large share of Apogee's available cash and borrowing capacity.
Cash at closing of about $105 million, with about $9.5 million placed in escrow; up to $10 million additional earn-out tied to KCI financial objectives
Press release expects Kalwall to contribute $85 million of revenue and an adjusted EBITDA margin of about 15% in the first 12 months, with a long-term margin target of 20%
Expected operational cost synergies of $4 million by the end of fiscal 2029; deal expected to be accretive to adjusted diluted EPS in the first year
Closing expected in fiscal 2027 second quarter; either party may terminate if closing has not occurred by August 1, 2026; no financing condition
At its May 28, 2026 Annual Meeting, Fulton Financial shareholders elected all 10 director nominees to one-year terms and approved the advisory vote on executive compensation and the ratification of KPMG LLP as auditor for 2026. Director George K. Martin did not stand for re-election and retired from the board effective immediately after the meeting, under the company's age-based governance guidelines.
All 10 director nominees were elected; Jennifer Craighead Carey received 138,371,551 votes for and 1,308,732 withheld, and Michael F. Shirk received 139,108,770 votes for and 571,513 withheld
Advisory vote on executive compensation was approved with 136,017,805 for and 2,704,141 against
KPMG LLP was ratified as independent auditor for the fiscal year ending December 31, 2026, with 150,683,271 votes for and 2,191,088 against
George K. Martin retired from the board after reaching age 72, which made him ineligible for re-election under the Corporate Governance Guidelines
City Holding Company said its Chief Financial Officer, David L. Bumgarner, will take the title of Senior Executive Vice President and Chief Financial Officer effective at the close of business on May 27, 2026. He has served as Executive Vice President and CFO since April 2019, so the filing describes a title change rather than a change in who runs the finance function.
David L. Bumgarner, age 61, is the current Executive Vice President and CFO.
Title change becomes effective at the close of business on May 27, 2026.
He has been CFO since April 2019; the filing gives no change to his base salary or benefits beyond being consistent with current practices and materially similar to those in the March 27, 2026 proxy statement.
Bimergen Energy subsidiary Emergen Energy contributed 100% of its equity in three battery energy storage system project companies to FPU-BEC Development Topco, LLC, a joint venture affiliated with Cerberus Capital Management and its Frontier Power & Utilities platform, in exchange for a 7.5% equity stake in the JV and a $1,176,159.00 reimbursement payment. The agreements also provide for potential development fees and milestone payments of up to approximately $5.69 million, and the filing says the third project company must be acquired by Emergen within 15 business days or Emergen must make a capital contribution to the JV.
Emergen received 75 Class B Units, representing 7.5% of JV total outstanding equity, plus a $1,176,159.00 reimbursement payment due within 10 business days of signing
Two of the three project companies closed on May 21, 2026; the third is to close after Emergen acquires it, which must occur within 15 business days
Joint Development Agreement provides for potential payments of up to approximately $5.69 million, with certain payments due no later than July 15, 2026
Emergen separately acquired 100% of the membership interests in one project company under a Membership Interest Purchase Agreement for approximately $643,500, payable in milestone-based installments
MasterBrand completed its all-stock merger with American Woodmark on May 28, 2026, and American Woodmark is now a wholly owned subsidiary. MasterBrand drew the full $375 million Term Loan A, using about $367.5 million to repay American Woodmark's existing debt, and three former American Woodmark directors joined its board.
American Woodmark shareholders received 5.150 MasterBrand shares for each American Woodmark share.
Pre-closing MasterBrand shares represent about 63% of the combined company's shares outstanding.
The company expects about $90 million of annual run-rate cost synergies by the end of year three.
Andrew Cogan, Philip Fracassa and Daniel Hendrix joined the board; the annual meeting is June 4, 2026.
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